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91-081 - 09-24 Authorize $300,000 Equipment Indebtedness Series 1991EResolution 91-81 September 24, 1991 Member Russell introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $300,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1991E BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. (a) This Council, by its Resolution No. 91-76 adopted August 20, 1991, authorized the issuance and public sale of $300,000 General Obligation Equipment Certificates of Indebtedness, Series 1991E (the Obligations) of the Issuer to finance the costs of acquiring certain items of capital equipment as described in Resolution No. 91-76. (b) Notice of Sale has been duly published. Pursuant to the Official Terms of Offering and the Notice of Sale, 5 (five) sealed bids for the purchase of the Obligations were received at or before the time specified for receipt of bids. The bids have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each bid have been determined. The most favorable bid received is that of Norwest Investment Services, Incorporated, of Minneapolis, Minnesota and associates (the Purchaser), to purchase the Obligations at a price of $298,500 plus accrued interest on all Obligations to the day of delivery and payment, on the further . terms and conditions hereinafter set forth. (c) The sale of the Obligations is hereby awarded to the Purchaser and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the Obligations in accordance with the terms of the bid. The good faith deposit of the Purchaser shall be retained and deposited by the Issuer in accordance with the Official Terms of Offering. The good faith deposits of the unsuccessful bidders shall be returned forthwith. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Issuance of Obligations. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Obligations having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Obligations, to provide security therefor and to issue the Obligations forthwith. 2.02. Maturities; Interest Rates; Denominations and Payment. The Obligations shall be originally dated as of October 1, 1991, shall be in denomi- nations of $5,000 or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, without option of prior payment, and shall bear interest from date of issue until paid at the annual rates set forth opposite such years and amounts, as follows: Resolution 91-81 - Continued September 24, 1991 Year Amount Interest Rate • 1993 $100,000 4.70% 1994 100,000 4.90 1995 100,000 5.00 The Obligations shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein. 2.03. Dates and Interest Pa ment Dates. Each Bond shall bear a date of original issue of October , 1991. Upon the initial delivery of the Bonds pur- suant to Section 2.07, and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so deli- vered, exchanged or transferred. Interest on the Bonds shall be payable on each February 1 and August 1 , commencing August 1, 1992, to the owners of record thereof as of the close of business on the fifteenth day of the immediately pre- ceding month, whether or not such day is a business day. 2.04. Redemption. The Obligations shall not be subject to prepayment prior to their stated maturities. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints First Trust National Association, in St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar) for the Obligations. The Mayor and Clerk are authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty days' notice and upon the appointment of a successor Registrar, in which event the prede- cessor Registrar shall deliver all cash and Obligations in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.06. Registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Obligations and the registration of transfers and exchanges of Obligations entitled to be registered, transferred or exchanged. (b) Transfer of Obli ations. Upon surrender for transfer of any Obligation duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly exe- cuted by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Obligations of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. Resolution 91-81 - Continued September 24, 1991 (c) Exchan e of Obligations. Whenever any Obligations are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Obligations of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Obligations surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. (e) Improper or unauthorized Transfer. When any Obligation is pre- sented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Obligation or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name any Obligation is at any time registered in the bond register as the absolute owner of the Obligation, whether the Obligation shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Obligation and for all other purposes; and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon Obligation to the extent of the sum or sums so paid. • (g) Taxes, Fees and Char es. For every transfer or exchange of Obligations (except for an exchange upon a partial redemption of an Obligation), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Obligations. In case any Obligation shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Obligation of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Obligation or in lieu of and in substitution for any Obligation destroyed, sto- len or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Obligation was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Obligations so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Obligation has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Obligation prior to payment. (i) Authenticatin Agent. The Registrar is hereby designated authen- ticating agent for the Obligations, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. Resolution 91-81 - Continued September 24, 1991 2.07. Execution, Authentication and Deliver The Obligations shall be • prepared under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the Manager, provided that the signa- tures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Obligations shall cease to be such officer before the delivery of any Obligation, such signature or facsimile shall nevertheless be valid and suf- ficient for all purposes, the same as if he had remained in office until deli- very. Notwithstanding such execution, no Obligation shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Obligation has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Obligations need not be signed by the same representative. The executed certificate of authen- tication on each Obligation shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Obligations have been prepared, executed and authenticated, the Finance Director shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Form of Obligations. The Obligations shall be prepared in substantially the following form: [Face of the Obligations] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1991E Interest Maturity Date of Rate Date Original Issue CUSIP October 1, 1991 REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, the City of Golden Valley, County of Hennepin, Minnesota (the Issuer), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal sum specified above on the maturity date spe- cified above, without option of prior payment, and to pay interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1992, to the person in whose name this Obligation is registered at the close of business on the fifteenth day • (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by in , as Registrar Resolution 91-81 - Continued September 24, 1991 and Paying Agent (the Registrar), or its designated successor under the • Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith, credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Additional provisions of this Obligation are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon. 0 • This Obligation shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Golden Valley, County of Hennepin, Minnesota, by its City Council, has caused this Obligation to be executed on its behalf by the printed facsimile signatures of its Mayor and City Manager, and has caused this Obligation to be dated as of the date set forth below. Dated: CITY OF GOLDEN VALLEY, MINNESOTA Attest: (facsimile) City Manager CERTIFICATE OF AUTHENTICATION (facsimile) Mayor This is one of the Obligations delivered pursuant to the Resolution men- tioned within. LIZ as Registrar Authorized Representative [Reverse of the Obligations] This Obligation is one of an issue in the aggregate principal amount of $300,000, all of like date and tenor, except as to maturity date, interest rate and denomination issued pursuant to a resolution adopted by the City Council on September 24, 1991 (the Resolution), to finance the costs of acquisition of capital equipment, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. The Obligations of this issue are issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of single maturities. Resolution 91-81 - Continued September 24, 1991 As provided in the Resolution and subject to certain limitations set • forth therein, this Obligation is transferable upon the books of the Issuer at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Obligations of other authorized denominations. Upon such transfer or exchange the Issuer will cause a new Obligation or Obligations to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The Issuer and the Registrar may deem and treat the person in whose name this Obligation is registered as the absolute owner hereof, whether this Obligation is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Obligation in order to make it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof the City Council has levied ad valorem taxes on all taxable property in the Issuer, which taxes will be collectible for the years and in amounts sufficient to produce sums not less than five percent in excess of the principal of and interest on the Obligations when due, and has appropriated such taxes to its Series 1991E Equipment Certificate Sinking Fund for the payment of such principal and interest; that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of this Obligation, together with all other indebtedness of the Issuer outstanding on the date hereof and on the date of its actual issuance and deli- very, does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. Form of certificate to be printed on the reverse side of each Obligation, following a full copy of the legal opinion: We certify that the above is a full, true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Obligations of the City of Golden Valley, Hennepin County, Minnesota, which includes the within Obligation, dated as of the date of original delivery of and payment for the Obligations. (Facsimile Signature) (Facsimile Signature) City Manager Mayor The following abbreviations, when used in the inscription on the face of • this Obligation, shall be construed as though they were written out in full according to applicable laws or regulations: 9 • 0 Resolution 91-81 - Continued TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common September 24, 1991 UTMA as Custodian for (Gust (Minor under Uniform Transfers to Minors Act...... (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT unto For value received, the undersigned hereby sells, assigns and transfers the within Obligation and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Obligation on the books kept for registration of the within Obligation, with full power of substi- tution in the premises. Dated: Signature Guaranteed: Signatures must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: NOTICE: The assignor s signature to this assignment must correspond with the name as it appears upon the face of the within Obligation in every particular, without alteration or enlargement or any change whatso- ever. Resolution 91-81 - Continued September 24, 1991 Section 3. Series 1991E Equipment Certificate Sinkin Fund. So long as any of the Obligations are outstanding and any principal of or interest thereon • unpaid, the Finance Director shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the Series 1991E interest on the Obligations shall be payable from the Bond Fund. Equipment Certificate Sinking Fund (the Bond Fund), and the principal of and Issuer 50 irrevocably appropriates to the Bond Fund (a) any amount in excess of Issuer received from the Purchaser; (b) all taxes levied and collected in accor with this Resolution; and (c) all other moneys as shall be appropridance ated dada the City Council to the Bond Fund from time to time. If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Obligations payable therefrom, the payment shall be made from any fund of the Issuer which is available for that purpose, subiect to reimbursement from the Bond Fund when the balance therein is sufficient, and the City Council cove- nants and agrees that it will eachy ear levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. Section 4. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Obligations as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. In order to produce aggregate amounts not less than 5% in excess of the amount needed to meet when due the principal and interest payments on the Obligations, ad valorem taxes are hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the following years and amounts: • Levy Year Collection Year Amount 1991 1992 1992 $125,440 1993 1993 1994 115,395 110,250 The taxes shall be irrepealable as long as any of the Obligations are outstanding and unpaid, provided that the Issuer reserves the right and power to reduce the tax levies in accordance with the provisions of Minnesota Statutes, Section 475.61. Section 5. Defeasance. When all of the Obligations have been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the holders of the Obligations shall cease. The Issuer may discharge its obligations with respect to any Obligations which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer may also at any time discharge its obligations with respect to any Obligations, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irre- vocably in escrow, with a bank qualified by law as an escrow agent for this pur- pose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the • holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or earlier designated redemption date. Resolution 91-81 - Continued September 24, 1991 Section 6. Registration of Obliqations. The Clerk is hereby authorized • and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together with such additional information as the Auditor may require, and to obtain from the Auditor a certificate that the Obligations have been duly entered upon the Auditor's bond register and the taxes required by law for the payment of the Obligations have been levied. Section 7. Authentication of Transcript. The officers of the Issuer and the Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies of all pro- ceedings and records relating to the Obligations and such other affidavits, cer- tificates and information as may be required to show the facts relating to the legality and marketability of the Obligations, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Section 8. Official Statement. The Official Statement relating to the Bonds, dated September 10, MT, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section 9. Tax Covenant; Arbitraqe Certificate. (a) The Issuer covenants and agrees with the registered owners from • time to time of the Obligations herein authorized, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Obligations to become subject to taxa- tion under the Internal Revenue Code of 1986, as amended (the Code) and regula- tions issued thereunder, in effect at the time of such action, and that it will take, or it will cause its officers, employees or agents to take, all affir- mative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Obligations. All items of capital equipment acquired with the proceeds of the Obligations shall be owned by the Issuer and used exclusively in its municipal operations. (b) The Mayor and Clerk being the officers of the Issuer charged with the responsibility for issuing the Obligations pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and deli- very of the Obligations, it is reasonably expected that the proceeds of the Obligations will not be used in a manner that would cause the Obligations to be arbitrage bonds within the meaning of the Code and the applicable regulations. Section 10. Rebate to the United States. The Issuer acknowledges that the Obligations are subject to the rebate requirements of Section 148(f) of the • Code. The Issuer covenants and agrees to retain such records, make such deter- minations, file such reports and documents and pay such amounts at such times as Resolution 91-81 - Continued September 24, 1991 are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Obligations from gross income for federal income tax purposes, unless the Obligations qualify for the exception from the rebate requirement under Section 148(f)(4)(B)(i) of the Code and no "gross proceeds" of the Obligations (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof, except as provided in said Section. In furtherance of the foregoing, the Mayor and Manager are hereby authorized and directed to execute a Rebate Certificate as part of the closing documentation for the Obligations, and the Issuer hereby covenants and agrees to observe and perform the covenants and agreements con- tained therein, unless amended or terminated in accordance with the provisions thereof. ATTEST: N S irley J is n, City Clerk S irl�eyj The motion for the adoption of the foregoing resolution was seconded by Member Johnson and upon a vote being taken thereon, the following voted in favor • thereof: Bakken, Johnson, Russell, Stockman and Thompson; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. 0